Packet Sniffer SDK for Windows End user license agreement

MicroOLAP END USER LICENSE AGREEMENT

NOTICE TO USER:

THIS IS AN AGREEMENT GOVERNING YOUR USE OF THE SOFTWARE TITLED MicroOLAP Packet Sniffer SDK, FURTHER DEFINED HEREIN AS "PRODUCT," AND THE LICENSOR OF THE PRODUCT IS WILLING TO PROVIDE YOU WITH ACCESS TO THE PRODUCT ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BELOW, YOU ARE ASKED TO ACCEPT THIS AGREEMENT AND CONTINUE TO INSTALL OR, IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, TO DECLINE THIS AGREEMENT, IN WHICH CASE YOU WILL NOT BE ABLE TO INSTALL OR OPERATE THE PRODUCT. BY ACKNOWLEDGING YOUR CONSENT HERETO AND BY INSTALLING AND OPERATING THIS PRODUCT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. For purposes hereof "Operating" shall mean accessing, storing, loading, installing, Using (as defined below), and copying the Product into the memory of a Client Device, as defined below. "Using" shall mean executing and displaying the product on a Client Device or otherwise benefiting from utilizing, deploying or using the Product or its functionality.

This Electronic End User License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity), the Licensee, and MicroOLAP Technologies Ltd., ( the "Licensor"), regarding the Product and related support service you are about to install and Operate and/or other related services, including without limitation:
a) all of the contents of the files, including disk(s), CD-ROM(s) or other media with which this Agreement is provided and including all forms of code, such as Source Code, Object Code, dynamic or static libraries, and/or executable files as provided and in a form that is provided by Licensor to you (the "Software"). For the avoidance of doubt, by way of example, but not exclusion, if a specific file is provided by Licensor in Object Code only, the Source Code for such files shall not be deemed a part of the Software provided by Licensor to you. For purposes hereof "Source Code" shall mean the human-readable form of the computer programming code and related system documentation including all comments and any procedural code such as job control language and "Object Code" shall mean computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse-compiling, or reverse-engineering.
b) all support services provided to you by Licensor in connection with the Software (the "Services");
c) and all successor upgrades, modified versions, modified modules, revisions, patches, enhancements, fixes, modifications, copies, additions or maintenance releases of the Software, if any, licensed to you by the Licensor (collectively, the "Updates"), and
d) related user documentation and explanatory materials or files provided in written, "online" or electronic form (the "Documentation" and together with the Software, Samples, Updates, and Services the "Product").

For the purposes of this Agreement, "Licensor Site" shall mean the Internet website maintained by or on behalf of Licensor from which the Software is available for download pursuant to a license from Licensor. The Licensor Site is currently located at http://www.microolap.com.

You are subject to the terms and conditions of this End User License Agreement whether you access or obtain the Product directly from the Licensor, or through any other source. For purposes hereof, "you" or "Licensee" means the individual person installing or using the Product on his or her own behalf; or, if the Product is being downloaded or installed on behalf of an organization, such as an employer, "you" means the organization for which the Product is downloaded or installed, then the person accepting this agreement represents hereby that such organization has authorized such person to accept this agreement on the organization`s behalf. For purposes hereof the term "organization," without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.

If you do not agree to the terms and conditions of this Agreement, the Licensor is unwilling to license the Product to you. In such event, you may not Operate the Product in any way.

IF THE LICENSOR AND YOU HAVE AGREED ON AND PROPERLY EXECUTED A SEPARATE CONTEMPORANEOUS OR SUBSEQUENT TERMS OF USE OR EXHIBITS (the "Terms of Use"), WHICH ARE SUPPLEMENTAL, DIFFERENT OR INCONSISTENT WITH THE TERMS OF THIS AGREEMENT, SUCH TERMS OF USE SHALL CONTROL, PROVIDED THAT (i) SUCH TERMS OF USE SPECIFICALLY ACKNOWLEDGE AND REFER TO THIS AGREEMENT, AND (ii) ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REMAIN IN FULL FORCE AND EFFECT.

BEFORE YOU PUT A CHECKMARK AT THE "I ACCEPT THE AGREEMENT" BUTTON AND PRESS "NEXT," PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS SUCH ACTIONS ARE A SYMBOL OF YOUR SIGNATURE AND BY CLICKING ON THE "I ACCEPT THE AGREEMENT" AND "NEXT" BUTTONS, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON AND THE PRODUCT WILL NOT BE INSTALLED ON YOUR CLIENT DEVICE, AS SUCH TERM IS DEFINED BELOW.

For your reference, you may refer to the copy of this Agreement that can be found in installed files of the Software as license.rtf.

You may also receive an electronic copy of this Agreement by contacting Licensor at sales@microolap.com.

1. Proprietary Rights and Non-Disclosure.
1.1. Ownership Rights. You agree that the Product and the authorship, systems, ideas, methods of operation, derivative Documentation and other information contained in the Product, are proprietary intellectual properties and or the valuable trade secrets of the Licensor and are protected by applicable civil and criminal law, and by the law of copyright, trade secret, trademark and patent and international treaties. You may use trademarks only insofar as to identify printed output produced by the Product in accordance with accepted trademark practice, including identification of trademark owner`s name. Such use of any trademark does not give you any rights of ownership in that trademark. The Licensor and its suppliers own and retain all right, title, and interest in and to the Product, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or use of the Product does not transfer to you any title to the intellectual property in the Product, and you will not acquire any rights to the Product except as expressly set forth in this Agreement. All copies of the Product made hereunder must contain the same proprietary notices that appear on and in the Product. Except as stated herein, this Agreement does not grant you any intellectual property rights in the Product.
1.2. Source Code and Modifications. You acknowledge that the source code for the Product is proprietary to the Licensor and constitutes trade secrets of the Licensor. Except as otherwise specifically provided herein or in Terms of Use, you agree not to disassemble, decompile or "unlock", decode or otherwise reverse-translate or reverse-engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Product or any part thereof provided solely in Object Code form but you may change, add or delete any files of the licensed copy of the Products and you may adapt or modify the Source Code solely for purposes of Operating a licensed copy of the Product and as expressly permitted pursuant to the type of the License purchased hereunder provided that you may not, in any event, remove or alter any copyright notices or other proprietary notices on any copies of the Product, whether so modified or not, and further provided that any such change, addition, deletion, adaptation or modification voids any express warranty provided herein and terminates any right to support services.
1.3. Confidential Information. You agree that, unless otherwise specifically provided herein the Product, including the specific design and structure of individual programs and the Product, constitute confidential proprietary information of the Licensor or its suppliers and/or licensors. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party. For purposes hereof, "License Key" or "Registration Key" shall mean a file or a unique sequence of digit and/or symbols provided to you by the Licensor confirming the purchase of the license from the Licensor, which may carry the information about the License, i.e. its type, the user name and the number of licenses purchased, and enabling the full functionality of the Product in accordance with the License granted under this Agreement. You agree to implement reasonable security measures to protect such confidential information. If you download the Software from the Internet or similar on-line source, you must include the copyright notices resident on the Software with any on-line distribution and on any media you distribute that includes the Software.

2. Grant of License.
2.1. License. Unless otherwise specifically indicated under a valid Terms of Use, the Licensor grants you a non-exclusive and non-transferable license without the right to sublicense (the "License") and Licensee hereby accepts such License as follows, provided that unless otherwise agreed by Licensor or specified by Terms of Use, each License is granted per one Licensee:

a) Trial License. If you have received, downloaded and/or installed a Trial Version of the Product (the "Trial Version") and are hereby granted a Trial License for the Software and you may Operate the Product only for evaluation and demonstration purposes and only during the single applicable evaluation period of thirty (30) days (the "Trial Period"), unless otherwise indicated, from the date of the initial installation. Any use of the Product for other purposes or beyond the applicable evaluation period is strictly prohibited, provided however that, subject to the restrictions contained herein, you may copy and distribute the Trial Version of the Software without any modifications whatsoever, and including this Agreement, to any third party. Licensee shall have no technical support rights during the Trial Period. The Licensor shall not be required to provide any support and Updates, as stated below, for the Trial Version of the Product. During the Trial Period, the Licensor provides no warranty whatsoever and assumes and bears no liability whatsoever for the Trial Version of the Product.

b) Personal Use License. If the Product is licensed under Personal License with Software provided in Object Code only upon the terms specified in the applicable registration, Terms of Use, invoicing or packaging for the Product, you personally may use of the Product solely for Personal Use ("Personal License"). "Personal Use" shall mean personal non-commercial, non-business, non-government Use, and not on behalf or for the benefit of any clients and excludes any commercial purposes whatsoever, which include without limitation: advertising marketing and promotional materials/services on behalf of an actual client, employer, employee or for your own benefit, any products that are commercially distributed, whether or not for a fee, any materials or services for sale or for which fees or charges are paid or received. Upon payment for the License and registration of the Product, you are granted a non-exclusive and non-transferable personal License to (i) install one (1) copy of the Product on up to three (3) Client Devices owned by you, and (ii) subject to the payment of the applicable fees and your compliance with the terms hereof, to Use one (1) copy of the specified version of the Product during the Term of this Agreement, on one (1) of such Client Devices at any given time. Additionally, the individual licensing terms may specify other terms, conditions and restrictions of Operating the Product.

c) Site License. If the Product is licensed with site license terms specified in the applicable product invoicing or packaging for the Product, you may Operate and Use the Product on an unlimited number of Client Devices within a single building owned or leased by your company. Additionally, the individual licensing terms may specify other terms, conditions and restrictions of Using the Product (the "Site License").

d) Business License. If the Product is licensed under Business License with the Software provided in Object Code only upon the terms specified in the applicable Terms of Use, invoicing or packaging for the Product, you may Use of the Product solely for Business Use (the "Business License"). For purposes hereof, "Business Use" shall mean business, commercial, government Use only for internal business purposes of such entity without the right to distribute the applications, frameworks or components developed Using the Software (the "Results") to third parties provided that nothing herein shall be construed as creating any obligations of the Licensor to any end user of the Results. Under the Business License, any Use or Operating of the Product or transfer of the results of Using of the Product on a computer device owned by a third party is strictly prohibited unless a separate License is purchased therefor.

e) Commercial License. If the Product is licensed under Commercial License with the Software provided in Object Code only upon the terms specified in the applicable Terms of Use, invoicing or packaging for the Product, you may Use of the Product solely for Commercial Use (the "Commercial License"). For purposes hereof, "Commercial Use" shall mean business, commercial, government Use with the right to distribute the Results to third parties. Licensee may Use the Product licensed under the Commercial License on an unlimited number of web servers and domains owned, rented or leased by Licensee. Under the Commercial License, any Use or Operating of the Product or transfer of the results of Using of the Product on a computer device owned by a third party is strictly prohibited unless a separate License is purchased therefor.

f) Intranet License. If the Product is licensed with Intranet License terms specified in the applicable product invoicing or packaging for the Product, you may Operate and Use the Product on an unlimited number of Client Devices within a single local area network and/or private computer network under your control (the "Intranet License"). Additionally, the individual licensing terms may specify other terms, conditions and restrictions of Using the Product.

g) Internet License. If the Product is licensed with Internet License terms specified in the applicable product invoicing or packaging for the Product, you may Operate and Use the Product on an unlimited number of Client Devices on a single server accessible via internet (the "Internet License"). Additionally, the individual licensing terms may specify other terms, conditions and restrictions of Using the Product.

h) Compiled Units. If you are granted a Commercial License pursuant to Section 2.1(e) hereof, in addition to the licenses and rights granted therein, Licensor grants you a nonexclusive, deployment-free, royalty-free right to reproduce and distribute the Object Code version of those portions of the Software which are identified in the Documentation as `compiled units` (the "Compiled Units") provided that you comply with all of the following requirements:

i). you distribute the Compiled Units in Object Code form only in conjunction with and as part of your software application product which adds significant and primary functionality and when the absence of Compiled Units will make your software application inoperable;

ii). you do not use Licensor name, logo or trademarks to market your software application product; and

iii). you include a valid copyright, trademark or any other proprietary notices on your Software identifying the Licensor as the owner of the Compiled Units.

i) Source Code License. The Licensor, pursuant to Terms of Use or invoicing terms, and in conjunction with one of Licenses granted under Section 2 hereof, may grant you certain rights to Software provided in Source Code as follows (the "Source Code License"):

i). For purposes hereof, "Source Code" shall mean the human-readable form of the computer programming code and related system documentation including all comments and any procedural code such as job control language. Provided you have purchased a license to a part of the Software supplied in Source Code form, you may make modifications, enhancements, derivative works and/or extensions to that licensed Source Code provided to you under the terms set forth in this Section 2.1(f).

ii). While the Licensor does not claim any ownership rights in the Results, in the event you develop any modifications, enhancements, derivative works and/or extensions to the licensed Source Code (the "Derivatives"), either independently or jointly with the Licensor, such Derivatives and all rights associated therewith will be the exclusive property of the Licensor.

iii). You shall not grant, either expressly or by implication, any rights, title, interest, or licenses to any Derivatives to any third party. You will, however, be entitled to use such Derivatives under the terms set forth in this Agreement. You hereby assign all right, title and interest in and to such Derivatives to the licensed Source Code to the Licensor.

iv). You also agree to execute, acknowledge and deliver to the Licensor all documents and instruments and do all things and actions Licensor deems necessary or desirable, at no cost to you but at Licensor`s expense, to enable the Licensor to obtain and secure such Derivatives anywhere in the World. You agree to secure all necessary rights and obligations from relevant employees, or third parties in order to satisfy the above obligations. You may not distribute the Licensor`s Source Code, or any Derivatives, in Source Code form.

v). Under no circumstances may any portion of the Source Code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of the Licensor. Under no circumstances may the Source Code be used in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any of the Licensor`s product. You will not take any action, or assist or otherwise aid anyone else in taking any action that would, in any way, limit the Licensor`s independent development, sale, assignment, licensing or use of its Software or any Derivatives thereof. You will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein, including a prominent notice on the Results "Powered by MicroOLAP Packet Sniffer SDK" without the express, prior written consent of the Licensor.

vi). YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT SOURCE CODE IS LICENSED "AS IS," AND THAT THE LICENSOR DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.

j) Business License with Source Code License. If the Product is licensed under Business License with Source Code License upon the terms specified in the applicable Terms of Use, invoicing or packaging for the Product, your rights to Use the Product shall be the rights granted under the Business License together with the rights granted under the Source Code License (the "Business L